SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 27, 2004

ASHFORD HOSPITALITY TRUST, INC.

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K for the event dated December 27, 2004, to include the historical financial statements and pro forma financial information required by Item 9.01 (a) and (b).

FORM 8-K/A

INDEX

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ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS

On December 27, 2004, Ashford Hospitality Trust, Inc. (the “Company”) entered into a definitive agreement to acquire the FGSB Hotel Portfolio, which includes twenty-one hotels, including one hotel with an office building (“FGSB Properties”), for approximately $250.0 million, which consists of approximately $35.0 million in cash, approximately $164.7 million of assumed debt, and approximately $50.3 million worth of limited partnership units (which equates to 4,994,150 units using a 20-day average common stock closing price calculated five days prior to announcing the transaction). The purchase price was the result of an arms’ length negotiation.

The FGSB Properties are owned by separate limited partnerships, each with primarily similar ownership, and certain of the ultimate partners are affiliated through common ownership and management with the Company. In addition, certain of the FGSB Properties maintain food and beverage operations, each of which are owned by separate Company-affiliated corporations. The twenty-one FGSB Properties are listed below:

a. Historic Inns, Annapolis, MD

b. Holiday Inn, Coral Gables, FL

c. Inn on the Square, Falmouth, MA

d. Ramada Regency Inn, Hyannis, MA

e. Crowne Plaza, Key West, FL

f. Sheraton, Minnetonka, MN

g. Radisson, Rockland, MA

h. Gull Wing Suites, South Yarmouth, MA

i. Ramada Inn, Warner Robins, GA

j. Best Western, Dallas, TX

k. Radisson, Ft. Worth, TX

l. Crowne Plaza, Los Angeles, CA

m. Radisson Airport, Indianapolis, IN

n. Radisson City Center, Indianapolis, IN

o. Radisson, Milford, MA

p. Embassy Suites, Houston, TX

q. Nassau Bay Hilton, Nassau Bay, TX

r. Hilton, St. Petersburg, FL

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s. Embassy Suites and Admiralty Office Building, Palm Beach, FL

t. Howard Johnson, Commack, NY

u. Howard Johnson, Westbury, NY

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ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS

REPORT OF INDEPENDENT AUDITORS

To the Management of the
FGSB Hotel Portfolio and the
Board of Trustees and Shareholders of
Ashford Hospitality Trust, Inc.

We have audited the accompanying Combined Historical Summaries of Revenue and Direct Operating Expenses (the “Combined Historical Summaries”) of the FGSB Hotel Portfolio (as described in Note 1) for the years ended December 31, 2003, 2002, and 2001. The Combined Historical Summaries are the responsibility of FGSB Hotel Portfolio’s management. Our responsibility is to express an opinion on the Combined Historical Summaries based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Combined Historical Summaries are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Combined Historical Summaries. An audit also includes assessing the basis of accounting used and significant estimates made by management, as well as evaluating the overall presentation of the Combined Historical Summaries. We believe that our audits provide a reasonable basis for our opinion.

The accompanying Combined Historical Summaries were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the filing of a Form 8-K/A of Ashford Hospitality Trust, Inc. as described in Note 1, and is not intended to be a complete presentation of the FGSB Hotel Portfolio’s revenue and expenses.

In our opinion, the Combined Historical Summaries referred to above present fairly, in all material respects, the revenue and direct operating expenses described in Note 1 of the FGSB Hotel Portfolio for the years ended December 31, 2003, 2002, and 2001, in conformity with accounting principles generally accepted in the United States of America.

Certified Public Accountants

New York, New York
December 27, 2004

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FGSB HOTEL PORTFOLIO

The accompanying notes are an integral part of these financial statements.

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FGSB HOTEL PORTFOLIO

1. ORGANIZATION AND BASIS FOR PRESENTATION

The accompanying Combined Historical Summaries present the revenue and direct operating expenses of twenty-one hotel properties (the “Properties”), including one hotel and office building combined property, for the nine months ended September 30, 2004 (unaudited) and for the years ended December 31, 2003, 2002, and 2001. The Properties are owned by separate limited partnerships, each with primarily similar ownership, and certain of the ultimate partners are affiliated through common ownership and management with Ashford Hospitality Trust, Inc. (“AHT”). In addition, certain of the Properties maintain food and beverage operations, each of which are owned by separate AHT-affiliated corporations. The Properties and the food and beverage operations are hereinafter collectively referred to as the “FGSB Hotel Portfolio” and are comprised as follows:

a. Historic Inns, Annapolis, MD

b. Holiday Inn, Coral Gables, FL

c. Inn on the Square, Falmouth, MA

d. Ramada Regency Inn, Hyannis, MA

e. Crowne Plaza, Key West, FL

f. Sheraton, Minnetonka, MN

g. Radisson, Rockland, MA

h. Gull Wing Suites, South Yarmouth, MA

i. Ramada Inn, Warner Robins, GA

j. Best Western, Dallas, TX

k. Radisson, Ft. Worth, TX

l. Crowne Plaza, Los Angeles, CA

m. Radisson Airport, Indianapolis, IN

n. Radisson City Center, Indianapolis, IN

o. Radisson, Milford, MA

p. Embassy Suites, Houston, TX

q. Nassau Bay Hilton, Nassau Bay, TX

r. Hilton, St. Petersburg, FL

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s. Embassy Suites and Admiralty Office Building, Palm Beach, FL

t. Howard Johnson, Commack, NY

u. Howard Johnson, Westbury, NY

On December 27, 2004, AHT and Ashford Hospitality Limited Partnership, L.P. (“Operating Partnership”) agreed in principle, pursuant to a Combined Contribution and Purchase and Sale Agreement, to acquire the FGSB Hotel Portfolio for a value of approximately $250,000,000, for consideration consisting of cash, Common Partnership Units of the Operating Partnership, and the assumption of secured indebtedness of the FGSB Hotel Portfolio as of the closing date. The Combined Historical Summaries were prepared for the purpose of assisting the management of AHT in complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the Combined Historical Summaries exclude certain items not comparable to the proposed future operations of the FGSB Hotel Portfolio such as mortgage interest expense, depreciation expense, and interest income. Consequently, the Combined Historical Summaries are not representative of the actual operations of the FGSB Hotel Portfolio for the periods presented nor are they necessarily indicative of future operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue and Direct Operating Expenses

Revenue is recognized as the related service is performed. Expenses are recognized when incurred. Other revenue consists primarily of revenue from telephone services and meeting and banquet room rentals. Indirect expenses primarily consist of general and administrative, sales and marketing, property operations, and energy expenses.

(b) Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. For the nine months ended September 30, 2004, and the years ended December 31, 2003, 2002, and 2001, total advertising and promotion costs were approximately $293,000 (unaudited), $399,000, $469,000, and $505,000, respectively.

(c) Repairs and Maintenance Costs

Repairs and maintenance costs that do not extend the life of the related property are expensed as incurred.

(d) Use of Estimates

The preparation of the Combined Historical Summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Combined Historical Summaries and accompanying notes. Actual results could differ from those estimates.

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3. LEASES

The FGSB Hotel Portfolio has entered into certain noncancelable operating leases for certain equipment, a parking garage, and four ground leases. The leases expire on various dates through 2084. For the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002, and 2001, total rent expense was approximately $1,679,000 (unaudited), $2,037,000, $1,894,000, and $1,751,000, respectively, inclusive of approximately $163,000 (unaudited), $175,000, $191,000, and $207,000, respectively, of percentage rent paid in connection with one of the ground leases. Future minimum lease payments under these leases as of September 30, 2004 and December 31, 2003 are as follows:

The above future minimum lease payments exclude any minimum rentals required under the ground lease for the land at the Radisson Airport in Indianapolis, Indiana, which expires in 2034. The minimum annual base rental payments as of December 31, 2003 of $550,000 will remain in effect unless a new midfield terminal is opened at the Indianapolis International Airport, at which time the minimum annual rental will be reduced to $24,000.

4. TENANT LEASING OPERATIONS AT ADMIRALTY OFFICE BUILDING LOCATED IN PALM BEACH, FLORIDA

The Admiralty Office Building derives rental income from operating leases of commercial space at the office building located in Palm Beach, Florida.

As of September 30, 2004 and December 31, 2003, minimum future base rentals required to be paid under noncancellable tenant leases are summarized as follows:

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In addition, the leases require payments of additional rentals based upon various escalation clauses. For the nine months ended September 30, 2004 and the years ended December 31, 2003, 2002, and 2001, additional rentals amounted to approximately $19,000 (unaudited), $15,000, $25,000, and $32,000, respectively.

5. RELATED PARTY TRANSACTIONS

The FGSB Hotel Portfolio participates in transactions with related parties, all under common ownership (see (a) and (b) below):

In addition, the Admiralty Office Building has entered into a management agreement with an affiliated entity relating to the operations of the office building property. The agreement, which expires in 2010, provides for a management fee based upon 3% of gross income, as defined.

6. FRANCHISE AGREEMENTS

Nineteen of the twenty-one FGSB Hotel Portfolio properties operate under franchise agreements. The hotel properties pay royalty fees to various franchisors of up to 5% of gross room revenue, as well as additional fees for marketing, reservations, and other related activities. These franchise agreements expire beginning in 2005 through 2016. For the nine months ended September 30, 2004, and the years ended December 31, 2003, 2002, and 2001, franchise fees of approximately $3,467,000 (unaudited), $5,201,000, $5,538,000, and $5,942,000, respectively, are included in indirect operating expenses in the accompanying Combined Historical Summaries.

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ASHFORD HOSPITALITY TRUST, INC.

Management has prepared the following pro forma financial statements, which are based on the historical consolidated financial statements of Ashford Hospitality Trust, Inc. (the “Company”) and adjusted to give effect to 1) the completion of the Company’s formation transactions and its initial public offering on August 29, 2003, 2) the acquisition of five hotel properties from FelCor Lodging Limited Partnership (the “FelCor Properties”) on October 8, 2003, and 3) the acquisition of four hotel properties from Noble Investment Group (the “Noble Properties”) on November 24, 2003, 4) the acquisitions of four individual hotel properties (the “Acquired Properties”) from each of JHM Ruby Lake Hotel, Ltd. (“JHM”), Huron Jacksonville Limited Partnership (“Huron”), BPG Hotel Partners V (“BPG”), and Household OPEB I, Inc. (“Household”), which closed on March 24, 2004, April 2, 2004, May 17, 2004, and July 7, 2004, respectively, 5) the acquisition of four hotel properties from Day Hospitality Group, Inc. (the “Day Properties”) on July 23, 2004, 6) the acquisition of nine hotel properties from Dunn Hospitality Group, Inc. (the “Dunn Properties”) on September 2, 2004, and the related interest expense associated with the $210.0 million term loan, net of debt reductions, which also closed September 2, 2004, 7) the acquisition of one hotel property from Atrium Plaza, LLC (“Hyatt Orange County Hotel”) on October 1, 2004, 8) the impending acquisition of twenty-one hotel properties from limited partnerships with similar ownership that are affiliated with the Company (“FGS Properties”), 9) additional interest expense associated with the $27.8 million mortgage note payable executed on December 24, 2004, the $60.0 million credit facility executed on February 5, 2004, the $9.7 million mortgage note payable executed on July 7, 2004, the $19.6 million mortgage note payable executed on July 23, 2004, and the $15.0 million credit facility draw executed on October 1, 2004, as if such debt instruments were outstanding the entire periods presented, 10) the issuance of Series A preferred stock on September 22, 2004, and the related dividends associated with such preferred stock, and 11) the impending issuance of Series B convertible preferred stock, and the related dividends associated with such preferred stock.

The Unaudited Pro Forma Consolidated Balance Sheet at September 30, 2004 has been prepared to reflect the acquisitions of Hyatt Orange County Hotel and FGS Properties and the issuance of the Series B convertible preferred stock, as if such transactions had occurred on September 30, 2004.

The Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2003 and the nine-month period ended September 30, 2004 have been prepared to present the results of operations of the Company as if the following transactions occurred at the beginning of each period presented: the formation transactions and initial public offering, the acquisitions of the Felcor Properties, the Noble Properties, the Acquired Properties, the Day Properties, the Dunn Properties, Hyatt Orange County Hotel, and the FGS Properties, the completions of the $27.8 million mortgage note payable, the $60.0 million credit facility, the $9.7 million mortgage note payable, the $19.6 million mortgage note payable, the $15.0 million draw on the

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credit facility, and the $210.0 million term loan, net of the related debt reductions associated with the completion of the $210.0 term loan, and the declaration of preferred stock dividends associated with the Series A and Series B preferred stock.

The following consolidated pro forma financial statements should be read in conjunction with the Company’s Form 8-K filed with the Securities and Exchange Commission on December 28, 2004, which announced the acquisition of the FGS Properties, the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2003, which are incorporated by reference in the Company’s Form 10-K, filed March 29, 2004, and the Combined Historical Summary of Revenue and Direct Operating Expenses and Notes included elsewhere in this Form 8-K/A. In the Company’s opinion, all significant adjustments necessary to reflect the acquisition have been made.

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Ashford Hospitality Trust, Inc.

The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma balance sheet.

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Explanation of pro forma adjustments:

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Ashford Hospitality Trust, Inc.

(Continued on next page.)

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Ashford Hospitality Trust, Inc.
Consolidated Pro Forma Statement of Operations
For the Nine Months Ended September 30, 2004
(Unaudited)

The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma statement of operations.

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Explanation of pro forma adjustments:

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Ashford Hospitality Trust, Inc.

(Continued on next page.)

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Ashford Hospitality Trust, Inc.
Consolidated Pro Forma Statement of Operations
For the Year Ended December 31, 2003
(Unaudited)

The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma statement of operations.

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Explanation of pro forma adjustments:

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EXHIBITS

     23.1 Consent of Independent Auditors

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 29, 2004